DEF 14A of Edap TMS SA
Filed May 14, 2026 · FY20250001104659-26-060700
Board of Directors
Board of Directors Our business affairs are managed under the direction of our Board of Directors, which is currently composed of five members. There is one director nominee. The following table sets forth the names, ages as of May 1, 2026, and backgrounds of the provisionally appointed director subject to shareholder ratification, for each continuing member of the Board of Directors and the director nominee. Since May 1, 2023, we have separated the offices of Chairman of the Board of Directors and Chief Executive Officer. None of the directors have service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment (except for those related to Mr. Rhodes’s current position as Chief Executive Officer, as provided under his employment agreement). The provisionally appointed director who is subject to shareholder ratification, three of the four continuing directors and, if appointed, the director nominee, are independent within the meaning of Nasdaq Marketplace Rule 5605(2). The mandate of our directors is a period of two years.
Board of Directors
| Ryan Rhodes Age: 64 Mandate: 2 years Appointment: August 23, 2023 Expiration: 2026 Chief Executive Officer and Director | Mr. Rhodes was appointed as Chief Executive Officer of the Company in May 2023 and as a member of the Board of Directors in August 2023. He has also served as Chief Executive Officer of EDAP’s U.S. subsidiary since June 2021. Mr. Rhodes has over 30 years of leadership experience in market development in the medical device industry, including 20 years dedicated to medical robotics. Prior to joining EDAP, Mr. Rhodes served as the Chief Executive Officer of Restoration Robotics, a global leader in robotic aesthetic medicine, where he led the company to a successful merger with Venus Concept Inc. in 2019. Prior to Restoration Robotics, Mr. Rhodes spent over 13 years at Intuitive Surgical, the global leader in medical robotics, where he was a key architect of the company’s multi-procedure market focus and development efforts, including the successful launch of the global Urology franchise. Prior to Intuitive Surgical, he spent over 11 years in various management positions in sales, marketing, professional education, and market development at Ethicon Inc., a Johnson & Johnson company. Mr. Rhodes holds a B.A. in Public Administration from San Diego State University. Mr. Rhodes’s director term expires in 2026. | | Dr. Lance Willsey Age: 64 Mandate: 2 years Appointment: December 6, 2023 Expiration: 2026 Chairman of the Board | Dr. Lance Willsey, M.S., M.D. joined the Board of Directors in December 2023 and was appointed Chairman of the Board of Directors in September 2024. Dr. Willsey is a urologist who has 36 years of private and public board experience focused in the area of cancer diagnostics and therapeutics. He completed his surgical and urology training at the Massachusetts General Hospital and additional postgraduate training in the Steele Lab, Harvard University and the Dana Farber Cancer Institute. Dr. Willsey is a founding Partner of the healthcare fund DCF Capital. He also served as a director of Exact Sciences from 1999 to 2009 and of Exelixis from 1997 to 2023, and has extensive experience in corporate governance, having served on audit, compensation, finance and scientific advisory committees. Dr. Willsey holds an M.S. and M.D. from Wayne State University. Dr. Willsey’s director term expires in 2026. |
Board of Directors
| Fran Schulz Age: 62 Mandate: 2 years Appointment: June 28, 2024 Expiration: 2026 Director | Fran Schulz joined the Board of Directors in June 2024. Ms. Schulz is a seasoned executive with over 35 years of experience with EY who has spent her career working with large public and emerging private companies in the life sciences industry. Ms. Schulz also has significant experience working on U.S. SEC and International Financial Reporting Standards matters. She is qualified to serve as a financial expert under SEC, NYSE and Nasdaq rules. Ms. Schulz currently also serves as a Board Member of Senti Biosciences and Menlo College. Previously, she served as a Board Member for the National Board of Women in Bio (2013 to 2023) and for the California Life Sciences Industry Association. Ms. Schulz is a licensed certified public accountant (CPA) in California and received her B.S. in Business Administration from Menlo College. Ms. Schulz’s director term expires in 2026. | | Josh Levine Age: 65 Mandate: 2 years Appointment: December 19, 2024 Expiration: 2026 Director | Josh Levine joined the Board of Directors in December 2024. From 2012 to 2022, Mr. Levine served as President, Chief Executive Officer, and Director of Accuray Incorporated. Concurrent with his Accuray roles, Mr. Levine served as an independent director from 2018 to 2022 and later as Non-Executive Chairman of the board of Natus Medical from 2022 to 2023. Prior to that, Mr. Levine served as President, Chief Executive Officer, and Board Member of Immucor, Inc. in 2011. From 2004 to 2010, Mr. Levine served as President, Chief Executive Officer and Board Member of Mentor Corporation, where he played an instrumental role in repositioning the company through a strategic transformation. Mr. Levine has completed executive management programs at UCLA Anderson School of Business, Stanford University, and the University of Pennsylvania, and received his bachelor’s degree in communications from the University of Arizona. Mr. Levine’s director term expires in 2026. | | David Horn Age: 58 Mandate: 2 years Appointment: February 11, 2026 Expiration: 2026 Provisionally appointed director subject to shareholder ratification | David Horn was appointed as a member of the Board of Directors in February 2026. Mr. Horn has served as President and Chief Financial Officer of Seer, Inc. since 2023, having originally joined the company as Chief Financial Officer in 2020, where he oversees finance and operational functions and works closely with the board and management team on strategic planning, capital markets execution, and long-term value creation. Prior to joining Seer, Mr. Horn spent more than 20 years at Morgan Stanley, where he served as a Managing Director in the Healthcare Investment Banking Group, leading Morgan Stanley’s global Life Science Tools and Diagnostics practice and overseeing the firm’s Western Region Healthcare practice, advising public and private healthcare companies on capital markets transactions, mergers and acquisitions, and strategic initiatives. Earlier in his career, Mr. Horn served as Vice President of Business Development at RITA Medical Systems and previously in the same role at Chemdex Corporation. Mr. Horn holds an A.B. from Princeton University and an M.B.A. from the Stanford University Graduate School of Business. Mr. Horn’s director term expires in 2026. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees As set out in the Corporate Governance Guidelines, in evaluating the suitability of individual candidates (both new candidates and current members of the Board of Directors), the nominations committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: the desired experience, mix of skills and other qualities to assure appropriate composition, taking into account the current members and the specific needs of the Company and the Board of Directors; experience, knowledge, skills and expertise, which may include experience in management, finance, marketing, accounting, compliance and data privacy and security across a broad range of industries with particular emphasis on the healthcare and medical device industries, along with experience operating at a policy-making level in an appropriate business, financial, governmental, educational, non-profit, technological or global field; varying backgrounds and perspectives, including with respect to professional expertise, age, and gender; personal and professional integrity, character and business judgment; and overall independence, including the independence requirements of the SEC and Nasdaq. In determining whether to recommend a director for re-election, the nominations committee may consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board. Each year, at the annual meeting of shareholders, the Board of Directors recommends a slate of directors for election by the shareholders. In accordance with the articles of association of the Company, the Board of Directors is also responsible for filling vacancies or newly created directorships on the Board of Directors that may occur between annual meetings of shareholders. The nominations committee is responsible for reviewing and recommending candidates to the entire Board of Directors for membership on the Board of Directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Director Nominees
Director Nominees The Board of Directors, based on the recommendation of the nominations committee, has recommended that Mr. David Horn, subject to his provisional appointment to the Board of Directors being ratified by the shareholders at the Annual General Meeting, be renewed as a director; that Mr. Ryan Rhodes, Dr. Lance Willsey, Ms. Fran Schulz and Mr. Josh Levine be renewed as directors at the Annual General Meeting. Each of the nominees for director to be renewed at the Annual General Meeting currently serves as a director of the Company. Each director elected or renewed at the Annual General Meeting will hold office until the 2028 Annual General Meeting (until the close of the general meeting called in 2028 to approve the financial statements for the year ended December 31, 2027). Given the unique and indispensable skills and expertise, and the dedication and value that each of Mr. Rhodes, Dr. Willsey, Ms. Schulz, Mr. Levine and Mr. Horn bring to our Board of Directors, we request that, pursuant to proposed Resolutions 1 through 6, you approve:
Director Nominees
| ● | the renewal of the term of office of Mr. Rhodes; |
Director Nominees
| ● | the renewal of the term of office of Dr. Willsey; |
Director Nominees
| ● | the renewal of the term of office of Ms. Schulz; |
Director Nominees
| ● | the renewal of the term of office of Mr. Levine; |
Director Nominees
| ● | the ratification of the provisional appointment of Mr. Horn as a Director to replace Mr. French, who resigned; and |
Director Nominees
| ● | the renewal of the term of office of Mr. Horn. |
Director Nominees
| ● | For the full text of proposed Resolutions 1 to 6, please see Annex A. |
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION The following table and related footnotes show the compensation paid to our non-employee directors during 2025 in their capacities as directors of EDAP. Mr. Rhodes, who served as our Chief Executive Officer and as a member of the Board of Directors during 2025, is not included in this table, as he was not entitled to director compensation due to his service as an executive officer of the Company. The compensation received by Mr. Rhodes for 2025 is described under the section titled “Executive Compensation”.
2025 DIRECTOR COMPENSATION
| | Fees Earned or | | | All Other | | | | Paid in Cash | Stock Awards | Option Awards | Compensation | Total | | Name | ($)(1) | ($) | ($)(2) | ($) | ($) | | Dr. Lance Willsey | 72,050 | — | 218,400 | — | 290,450 | | Fran Schulz | 61,133 | — | — | — | 61,133 | | Joshua H. Levine | 40,406 | — | — | — | 40,406 | | Glen E. French | 31,042 | — | — | — | 31,042 |
2025 DIRECTOR COMPENSATION
| (1) Each of the directors received his or her cash fees in the form of USD. The amounts for each director are shown in USD using a foreign currency exchange rate of EUR 1 to USD 1.10, EUR 1 to USD 1.17, EUR 1 to USD 1.17 and EUR 1 to USD.1.16 for the first, second, third and fourth quarterly installments, respectively. Mr. French only received fees for the portion of 2025 during which he served as a director. |
2025 DIRECTOR COMPENSATION
| (2) Represents the aggregate grant date fair value of option awards granted, computed in accordance with Financial Accounting Standards Board Codification Topic 718, Compensation--Stock Compensation, or ASC 718. The value of stock options reported is based on the Black-Scholes option pricing model. See Note 18 to the consolidated financial statements included in the 2025 Form 10-K regarding assumptions underlying the valuation of option awards. As of December 31, 2025, Dr. Willsey was the only non-employee director who held outstanding equity awards (280,000 stock options). |
2025 DIRECTOR COMPENSATION
Our non-employee directors receive compensation for their service on the Board of Directors. Directors who are employees of the Company do not receive any additional compensation for service on our Board of Directors. We provide all of our non-employee directors with an annual cash retainer. For 2025, the amount of the annual cash retainer was EUR 45,000 which was paid to each director in USD, in quarterly installments. In addition, the following Board positions received the following additional annual fees (paid in USD and in quarterly installments): Chairman of the Board, EUR 25,000; Audit Committee Chair, EUR 18,000; and Audit Committee member, EUR 7,000. In addition, because French law does not permit non-employee directors to receive equity compensation except for the Chairman of the Board of Directors, only Dr. Willsey received equity compensation in 2025 in the form of a stock option grant. Dr. Willsey’s stock option grant typically vests one-sixth on the six-month anniversary of the date of grant and the remainder becomes exercisable on a monthly basis through the third anniversary of the date of grant. The Company does not grant equity awards to non-employee directors on an annual basis, but when they are granted, they are typically granted following the Board of Directors approving annual accounts.
Senior Management
Senior Management The following table sets forth the name, age and position of each of our executive officers as of May 1, 2026 (the “Senior Management”). The Senior Management listed below have entered into employment agreements with us or our subsidiaries (which permit the employee to resign subject to varying notice periods).
Senior Management
| Name | Position | | Ryan Rhodes Age: 64 | Chief Executive Officer of EDAP TMS S.A. Member of the Board of Directors Chief Executive Officer of EDAP Technomed Inc. Mr. Rhodes was appointed as Chief Executive Officer of the Company in May 2023 and as a member of the Board of Directors in August 2023. He has also served as Chief Executive Officer of EDAP’s U.S. subsidiary since June 2021. Mr. Rhodes has over 30 years of leadership experience in market development in the medical device industry, including 20 years dedicated to medical robotics. Prior to joining EDAP, Mr. Rhodes served as the Chief Executive Officer of Restoration Robotics, a global leader in robotic aesthetic medicine, where he led the company to a successful merger with Venus Concept Inc. in 2019. Prior to Restoration Robotics, Mr. Rhodes spent over 13 years at Intuitive Surgical, the global leader in medical robotics, where he was a key architect of the company’s multi-procedure market focus and development efforts, including the successful launch of the global Urology franchise. Prior to Intuitive Surgical, he spent over 11 years in various management positions in sales, marketing, professional education, and market development at Ethicon Inc., a Johnson & Johnson company. Mr. Rhodes holds a B.A. in Public Administration from San Diego State University. | | Kenneth S. Mobeck Age: 55 | Chief Financial Officer of EDAP TMS S.A. Mr. Mobeck was appointed as the Company’s Chief Financial Officer in January 2024. Prior to that position, he held the position of Chief Financial Officer of EDAP’s U.S. subsidiary since joining the company in December 2022. Mr. Mobeck is a seasoned corporate and operational finance executive with extensive experience in MedTech and technology organizations leading finance and administrative functions. Prior to joining EDAP, Mr. Mobeck served as Vice President of Finance and Investor Relations at medical device manufacturer Accuray Inc., a leading global radiation therapy company. During his tenure, he was responsible for driving several key initiatives tied to improving the company’s operating performance and strategic growth objectives. Before Accuray, he spent over two decades in positions with increasing levels of responsibility at Lumentum, Silicon Graphics, Hewlett Packard, KLA, and Intel Corporation. Mr. Mobeck holds an MBA and a BSC in Finance from the Leavey School of Business at Santa Clara University. |
Senior Management
| Name | Position | | François Dietsch Age: 50 | Chief Accounting Officer of EDAP TMS S.A. Accounting Officer in January 2024. Prior to that position, Mr. Dietsch held the position of Chief Financial Officer of the Company since July 2015. Mr. Dietsch joined EDAP in 2005 as Internal Audit and Consolidation Manager and in 2012 was promoted to Group Financial Control Manager and Finance Manager of EDAP’s French subsidiary. Prior to joining EDAP, he held finance positions at Valeo, a leading global supplier of components and systems to the automotive industry. He holds master’s degrees in Management and Corporate Finance from the University of Paris Dauphine. | | Steven Annen Age: 62 | Sr. Vice President, Marketing & Product Management Mr. Annen was appointed as the Company’s Executive Vice President of Marketing and Product Management in December 2025. Prior to that position, Mr. Annen held the position of Senior Vice President of Marketing and Product Management of the Company since August 2023. Mr. Annen has over 30 years of experience in surgical robotics and instruments, radiation therapy, and image-guided industrial robotic systems. Prior to joining EDAP, Mr. Annen served as Senior Vice President of Global Marketing and Product Management at ViewRay, a leading provider of MR-guided radiation therapy for four years, and as Vice President of Product Management and Strategy at Invuity, a provider of surgical instruments for breast cancer surgery. Prior to these roles, Mr. Annen led the product marketing function at Intuitive Surgical and held positions of increasing levels of responsibility in marketing and strategy at Grabit, Veeco Instruments and Adept Technology. Mr. Annen holds a Master’s degree in Mechanical Engineering from the University of Wisconsin-Madison and a Bachelor’s degree in Mechanical Engineering from Rutgers University. | | Sanket Shah Age: 43 | General Counsel & Corporate Secretary Mr. Shah was appointed as the Company’s General Counsel and Corporate Secretary in September 2025. Mr. Shah brings more than 15 years of legal and business leadership experience supporting high-growth companies, including those in the medical device industry. Prior to joining EDAP, Mr. Shah served as Deputy General Counsel and Assistant Corporate Secretary at Paragon 28, Inc., a medical device company that specialized exclusively in foot and ankle orthopedic solutions. Earlier, Mr. Shah spent four years at ViewRay, a leading provider of MRI-guided radiation therapy systems, where he was appointed as General Counsel and Corporate Secretary. Before joining ViewRay, Mr. Shah served as counsel in highly regulated industries where he advised on complex commercial, compliance, and regulatory matters involving medical devices and global operations. Mr. Shah holds a B.S. in Business Administration from the Ohio State University and a J.D. from the University of Illinois Chicago School of Law. |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table and related footnotes show the compensation awarded to, earned by or paid to our NEOs in their capacities as officers of EDAP and its subsidiaries during the fiscal years ended December 31, 2025 and December 31, 2024.
2025 Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($)(1) | ($) | ($)(2) | ($)(2) | ($)(3) | ($)(4) | ($) | | Ryan Rhodes | 2025 | 673,100 | — | 283,900 | 390,000 | 379,657 | 14,000 | 1,742,648 | | Chief Executive Officer | 2024 | 673,100 | — | — | 427,000 | 180,590 | 1,122 | 1,281,812 | | Kenneth S. Mobeck | 2025 | 460,000 | — | 93,687 | 280,500 | 158,559 | 14,000 | 1,007,577 | | Chief Financial Officer | 2024 | 460,000 | — | — | 368,000 | 211,292 | 13,800 | 1,053,092 | | Steven Annen | 2025 | 336,184 | — | 70,363 | 210,375 | 70,057 | 11,740 | 713,380 | | Executive Vice President, Marketing and Product Management(1) | 2024 | 327,796 | — | — | — | 83,377 | 11,882 | 423,055 |
2025 Summary Compensation Table
| (1) Mr. Annen was promoted to Executive Vice President, Marketing and Product Management effective December 16, 2025. In connection with this promotion, his annual base salary was increased to $400,000. The salary reported reflects this increase. |
2025 Summary Compensation Table
| (2) Represents the aggregate grant date fair value of stock and option awards computed in accordance with ASC 718. For fiscal year 2025, the “Stock Awards” column reflects the grant date fair value of RSUs granted in 2025 and the “Option Awards” column reflects the value of stock options granted in 2025 that is based on the Black-Scholes option pricing model. The assumptions used in calculating these values are described in Note 18 to the consolidated financial statements included in the 2025 Form 10-K. |
2025 Summary Compensation Table
| (3) The amounts reported for fiscal year 2025 represent annual bonuses relating to the performance period ending on December 31, 2025, which are scheduled to be paid in May 2026. |
2025 Summary Compensation Table
| (4) The amounts reported in “All Other Compensation” represent Company matching contributions under the Company’s 401(k) plan for each of the NEOs. |
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | | | Stock Awards(1) | | | | | | | Equity | | | | | | | | | | incentive plan | | | | | | | | | | awards: | | | | Market | | | | Number of | Number of | Number of | | | Number of | value of | | | | securities | securities | securities | | | shares or | shares or | | | | underlying | underlying | underlying | | | units of | units of | | | | unexercised | unexercised | unexercised | Option | | stock that | stock that | | | | options | options | unearned | Exercise | Option | have not | have note | | | | exercisable | unexercisable | options | Price | Expiration | vested | vested | | Name | Grant Date | (#) | (#) | (#) | ($) | Date | (#) | ($)(2) | | Ryan Rhodes | 6/11/2021 | 800,000(3) | — | — | 6.57 | 6/11/2031 | — | — | | | 5/2/2023 | 172,222(3) | 27,778 | — | 11.87 | 5/2/2033 | — | — | | | 3/26/2024 | 58,333(3) | 41,667 | — | 8.03 | 3/26/2034 | — | — | | | 4/15/2025 | 111,111(3) | 388,889 | — | 1.42 | 4/15/2035 | — | — | | | 6/20/2025 | — | — | — | — | — | 167,000(4) | 549,430 | | Kenneth S. Mobeck | 12/15/2022 | 375,000(3) | — | — | 11.68 | 12/15/2032 | — | — | | | 1/18/2024 | 63,889(3) | 36,111 | — | 6.22 | 1/18/2034 | — | — | | | 6/20/2025 | 27,500(3) | 137,500 | — | 1.74 | 6/20/2035 | — | — | | | 6/20/2025 | — | — | — | — | — | 55,110(4) | 181,312 | | Steven Annen | 8/23/2023 | 62,222(3) | 17,778 | — | 8.85 | 8/23/2033 | — | — | | | 6/20/2025 | 20,625(3) | 103,125 | — | 1.74 | 6/20/2035 | — | — | | | 6/20/2025 | — | — | — | — | — | 41,390(4) | 136,173 |
Outstanding Equity Awards at 2025 Fiscal Year End
| (1) All options are issued with exercise prices expressed in EUR. The exercise prices have been converted using the year-end spot exchange rate as of December 31, 2025, which was 1.1749 or approximately EUR 1.00 to USD 1.17. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (2) The market value of the RSUs is calculated by multiplying the number of RSUs that have not yet vested by the closing market price of our common stock ($3.29) as reported on NASDAQ as of the close of business on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (3) Options vest over 36 months as follows: one-sixth of the options vest on the six-month anniversary of the date of grant and the remaining five-sixths of the options vest on a monthly basis through the three-year anniversary of the date of grant, subject to applicable NEO being employed by EDAP through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year End
| (4) RSUs vest over 36 months as follows: four-sixths of the RSUs vest on the second anniversary of the date of grant and the remaining two-sixths vest in two equal installments on December 20, 2027 and June 20, 2028, respectively, subject to the NEOs being employed by EDAP through each vesting date. |
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | Average | | | | | | | | Summary | Average | | | | | | | Compensation | Compensation | | | | | | | Table Total for | Actually Paid | | | | | Summary | | Non-PEO | to Non-PEO | Value of Initial | | | | Compensation | Compensation | Named | Named | Fixed $100 | Net (Loss) | | | Table Total for | Actually Paid | Executive | Executive | Investment | Income | | Year | PEO(1) | to PEO(1)(2) | Officers(1) | Officers(1)(3) | Based On TSR(4) | (in thousands) | | 2025 | $1,742,648 | $2,660,067 | $860,479 | $984,302 | $62.31 | $(29,246) | | 2024 | $1,281,812 | $768,590 | $738,074 | $442,577 | $41.86 | $(20,584) |
Pay Versus Performance
| (1) Mr. Rhodes served as our principal executive officer (“PEO”) for fiscal years 2025 and 2024. For fiscal years 2025 and 2024, our non-PEO named executive officers consisted of Messrs. Mobeck and Annen. |
Pay Versus Performance
| (2) “Compensation Actually Paid” to our PEO in fiscal years 2025 and 2024 reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |
Pay Versus Performance
| Ryan Rhodes | 2025 | 2024 | | Summary Compensation Table Total for PEO | $1,742,648 | $1,281,812 | | Less: Aggregate Change in the Actuarial Present Value of Accumulated Benefits under all Defined Benefit and Pension Plans Reported in the Summary Compensation Table | — | — | | Plus: Service Cost for all Defined Benefit and Pension Plans Reported in the Summary Compensation Table | — | — | | Plus: Prior Service Cost for all Defined Benefit and Pension Plans Reported in the Summary Compensation Table | — | — | | Less: Stock Award Value Reported in the Summary Compensation Table for the Covered Year | $(283,900) | $0 | | Less: Option Award Value Reported in the Summary Compensation Table for the Covered Year | $(390,000) | $(427,000) | | Plus: Year-End Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested as of the Covered Year-End | $1,393,319 | $66,750 | | Plus (Less): Year-End Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested as of the Covered Year-End | $35,972 | $(170,944) | | Plus: Fair Value for Stock and Option Awards Granted and Vested in the Covered Year | $167,500 | $29,583 | | Plus (Less): Change in Fair Value from the End of the Prior Fiscal Year to the Vesting Date for Stock and Option Awards Granted in Any Prior Fiscal Year Which Vested During the Covered Year | $(5,472) | $(11,611) | | Less: Fair Value as of Prior-Year End of Stock and Option Awards Granted in Prior Years that Failed to Vest in the Covered Year | — | — | | Plus: Dollar Value of Any Dividends or Other Earnings Paid on Stock and Option Awards in the Covered Year | — | — | | Compensation Actually Paid to PEO | $2,660,067 | $768,590 |
Pay Versus Performance
| (3) “Average Compensation Actually Paid” to our non-PEO named executive officers for fiscal years 2025 and 2024 reflects the respective amounts set forth in the primary table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |
Pay Versus Performance
| Non-PEO Named Executive Officers | 2025 | 2024 | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | $860,479 | $738,074 | | Less: Average Aggregate Change in the Actuarial Present Value of Accumulated Benefits under all Defined Benefit and Pension Plans Reported in the Summary Compensation Table | — | — | | Plus: Average Service Cost for all Defined Benefit and Pension Plans Reported in the Summary Compensation Table | — | — | | Plus: Average Prior Service Cost for all Defined Benefit and Pension Plans Reported in the Summary Compensation Table | — | — | | Less: Average Stock Award Values Reported in the Summary Compensation Table for the Covered Year | $(82,025) | $0 | | Less: Average Option Award Values Reported in the Summary Compensation Table for the Covered Year | $(245,438) | $(184,000) | | Plus: Average Year-End Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested as of the Covered Year-End | $402,977 | $33,333 | | Plus (Less): Average Year-End Change in Fair Value of Stock and Option Awards Granted in Prior Years that are Outstanding and Unvested as of the Covered Year-End | $14,825 | $(154,403) | | Plus: Average Fair Value for Stock and Option Awards Granted and Vested in the Covered Year | $41,147 | $32,264 | | Plus (Less): Average Change in Fair Value from the End of the Prior Fiscal Year to the Vesting Date for Stock and Option Awards Granted in Any Prior Fiscal Year Which Vested During the Covered Year | $(7,663) | $(22,691) | | Less: Average Fair Value as of Prior-Year End of Stock and Option Awards Granted in Prior Years that Failed to Vest in the Covered Year | — | — | | Plus: Average Dollar Value of Any Dividends or Other Earnings Paid on Stock and Option Awards in the Covered Year | — | — | | Average Compensation Actually Paid to Non-PEO Named Executive Officers | $984,302 | $442,577 |
Pay Versus Performance
| (4) The yearly percentage change in cumulative total shareholder return of our common stock was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from December 29, 2023 through and including the last day of the covered fiscal year (each one- or two-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end values of such investment as of the end of fiscal years 2025 and 2024, as applicable. |
Relationship Between Compensation Actually Paid and Certain Performance
Relationship Between Compensation Actually Paid and Certain Performance Below are graphical comparisons showing the relationship of “compensation actually paid” to our PEO and the non-PEO NEOs (on average) for 2025 and 2024 to (1) TSR of EDAP and (2) EDAP’s net income.
Retirement benefits
Retirement benefits No provision for retirement has been recognized. As of December 31, 2025, the liabilities are valued at €131,228 for EDAP TMS. As of December 31, 2024, they were valued at €66,581. The main valuation assumptions used include:
Retirement benefits
| - | Turnover of 19.9% up to age 26, 14.9% up to age 30, 10.2% up to age 35, 6.7% up to 40 years of age, 0.3% up to 54 years of age, 0% thereafter; |
Retirement benefits
| - | Annual wage growth rate of 3.00%; |
Retirement benefits
| - | Discount rate of 4.00%; |
Retirement benefits
| - | Retirement age: between 62 and 65; |
Retirement benefits
| - | Social security contribution rate: 47.00%; |
Retirement benefits
| - | Application of the rights granted by the National Metalworkers’ Agreement. |
Retirement benefits
| - | Impairment of treasury shares |
Retirement benefits
As of December 31, 2025, the company holds 269,533 treasury shares with a total gross value of €590,000. The company has not recognized any impairment charge.
Retirement benefits
| - | Equity securities |
Retirement benefits
Given the outlook for the subsidiaries, no impairment of equity investments has been recognized as of December 31, 2025. The existence of the subsidiary EDAP INC enables us to implement the HIFU deployment strategy in the U.S. in accordance with the expectations of our U.S. shareholders. This justifies the valuation of the shares of our subsidiary EDAP INC.
16• SHORT- AND LONG-TERM PROVISIONS
| | Pension benefits – France | | | | 12/31/2025 | 12/31/2024 | | Discount rate | 4.00% | 3.35% | | Salary increase | 2.50% | 3.00% | | Retirement age | 65 | 65 | | Average length of service before retirement | 22 | 23 |
16• SHORT- AND LONG-TERM PROVISIONS
| | Pension benefits – Japan | | | | 12/31/2025 | 12/31/2024 | | Discount rate | 2.80% | 1.70% | | Salary increase | 2.50% | 2.50% | | Retirement age | 60 | 60 | | Average length of service before retirement | 12 | 14 |